Board Observation Clause Samples

Board Observation. Until the Obligations are Paid in Full, each Loan Party will give the Administrative Agent notice of (in the same manner notice is given to directors, managers, governors or individuals acting in similar capacities), and permit up to two representatives of the Administrative Agent (collectively, the “Board Observer”) to attend as an observer (but with no voting rights), each meeting (whether telephonic or in-person) of such Loan Party’s board of directors, board of governors or managers, or other similar governing body, and each executive and other committee meetings thereof; provided, however, in connection with the foregoing, such Loan Party shall provide the Administrative Agent with any and all materials provided to the board of directors (or similar governing body) of such Loan Party with respect to each such meeting, at least 48 hours in advance of such meeting. Notwithstanding the foregoing, neither the Administrative Agent nor any such Board Observer designated shall have the right to receive (A) information directly and exclusively pertaining to strategy, negotiating positions or similar matters relating to the this Agreement (or other related documents or obligations), any refinancing or restructuring of the Obligations, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Company, (B) any information that would jeopardize or otherwise impair any Loan Party’s attorney-client privilege or (C) any information that would result in the disclosure of trade secrets or a conflict of interest. Neither the Administrative Agent nor any such Board Observer shall be entitled to be present (in-person or telephonically) at that portion of any meeting when any such information is discussed. The reasonable travel expenses incurred by the Board Observer in attending any board or committee meeting held in-person shall be promptly reimbursed by the Loan Parties to the Administrative Agent. Each Loan Party will cause its board of directors (or similar governing body) to meet telephonically or in-person not less often than once per Fiscal Quarter and in-person not less often than once per Fiscal Year. The Administrative Agent may elect, at its option, to have its Board Observer attend each meeting in-person or telephonically. Upon request of the Administrative Agent, the Loan Parties will participate in, and will use reasonable efforts to cause management personnel and their Affiliates t...

Board Observation. Rights Agent shall be entitled to designate one observer (the “Board Observer”) to attend any regular meeting (a “BOD Meeting”) of the Board of Directors of Borrower (or any relevant committee thereof). The Board Observer shall (a) not constitute a member of any Board of Directors or any committee, (b) not be entitled to vote on any matters presented at meetings of any Board of Directors or any committee or to consent to any matter as to which the consent of any Board of Directors or any committee has been requested, (c) be timely notified of the time and place of any BOD Meetings (which notices shall include all proposed actions to be taken by the Board of Directors (or any relevant committee thereof) and (d) have the right to receive all information provided to the members of the Board of Directors or any similar group performing an executive oversight or similar function (or any relevant committee thereof) of Borrower in anticipation of or at such meeting (regular or special and whether telephonic or otherwise). Notwithstanding the foregoing, a Board of Directors or committee may withhold information or material from the Board Observer and exclude the Board Observer from any meeting or portion thereof if (as determined by the applicable Board of Directors or committee in good faith) access to such information or materials or attendance at such meeting would adversely affect the assertion of the attorney-client or work product privilege between the Borrower or any of its Subsidiary and its counsel. Information delivered to the Board Observer shall be subject to the confidentiality provisions contained herein.

Board Observation. For so long as the TCW/Crescent Purchasers and TCW/Crescent Lenders collectively hold no less than 4% of the Common Units (calculated by including any securities of the TCW/Crescent Purchasers and TCW/Crescent Lenders exercisable or convertible into Common Units), the Company shall allow the TCW Representative to be present (whether in person or by telephone) at all meetings of the Board and all meetings of the Executive Committee of such Board, if any; provided that, the TCW Representative shall not be entitled to vote at such meetings; and further provided that, the TCW Representative shall not be entitled to attend such meetings if the Board determines that the attendance of the TCW Representative would jeopardize the attorney-client privilege or if information is being discussed at such meeting relating to any of the Company's or its Subsidiaries' strategy, negotiating positions or similar matters relating to any of the TCW/Crescent Purchasers or TCW/Crescent Lenders. The Company shall send to the TCW Representative all of the notices, information and other materials that are distributed to the members of the Board including copies of the minutes of all meetings of the Board and all notices, information and other materials that are distributed by or to the members of the Board with respect to the meetings of the Executive Committee of the Board; provided, however, that, upon the request of the TCW Representative, the Company shall refrain from sending such notices, information and other materials to the TCW Representative for so long as the TCW Representative shall request. If the Company proposes to take any action by written consent in lieu of a meeting of the Board, the Company shall give notice thereof to the TCW Representative at the same time and in the same manner as notice is given to the members of the Board. The TCW/Crescent Purchasers and TCW/Crescent Lenders shall provide to the Company the identity and address of, or any change with respect to the identity or address of, the TCW Representative. The Company shall reimburse the TCW Representative for the reasonable out-of-pocket expenses of such representative incurred in connection with the attendance at such meetings.

Board Observation. The Company shall cause Executive to be permitted to attend all meetings of the Company’s Board of Directors (the "Board") as an observer, and shall have no voting rights at such meetings. The company(ies) shall give Executive copies of all notices, minutes, consents and other material that the company(ies) provide to its/their directors, except in the event such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect confidential proprietary information, or for other similar reasons. Upon reasonable notice and at a scheduled meeting of the Board of Directors or such other time, if any, as the Board of Directors may determine in its sole discretion, Executive may address the board of Directors with respect to his concerns regarding significant business issues facing the company(ies). Executive shall agree to hold in confidence and trust and not use or disclose any confidential information provided to or learned by him in connection with his rights to receive the information, with common exclusions of (i) the confidentiality obligations shall not apply to information that has become publicly known and made generally available through no wrongful act by executive; or (ii) the confidentiality obligations shall not limit disclosure of information to the extent required by a court of competent jurisdiction or other governmental authority as and to the extent required by law, so long as Executive makes commercially reasonable efforts promptly to inform the company(ies), so that the company(ies) has the opportunity to oppose the disclosure order and, at the request of the company(ies), provides reasonable assistance to the company(ies) in opposing the disclosure of such information; or (iii) other typical circumstance. The rights of Executive to receive information described herein shall terminate and be of no further force or effect upon such time as Executive is no longer employed by the company(ies). The confidentiality provisions hereof will survive any such termination.

Board Observation. (a) Prior to a Qualified Public Offering, the following Holders shall have the right to have a representative attend all meetings of the Board of Directors (whether in person, by telephone or otherwise) in a non-voting observer capacity and shall be entitled to receive, concurrently with the members of the Board, and in the same manner, notice of such meeting and a copy of all materials, consents and resolutions provided to such members of the Board: (i) The Sprout Group, beginning on the date on which Sprout Capital IX, L.P. and its affiliates are not represented on the Board and ending on the date that Sprout Capital IX, L.P. and its affiliates owns less than 20% of the Series D Preferred Stock purchased by Sprout Capital IX, L.P. and its affiliates on the date hereof or Common Stock issuable upon conversion of such series of Preferred Stock; (ii) Perseus-Soros Biopharmaceutical Fund, L.P. ("PSBF"), beginning on the date on w▇▇▇▇ PSBF is not represented on the Board and ending on the date that PSBF owns less than 20% of the Series B Preferred Stock purchased by it on October 12, 2001 and the Series C Preferred Stock purchased by it on June 21, 2002 or Common Stock issuable upon conversion of such series of Preferred Stock; (iii) Orbimed Advisors, LLC, beginning on the date on which Caduceus Private Investments II, LP ("Caduceus") and its affiliates are not represented on the Board and ending on the date that Caduceus and its affiliates own less than 20% of the Series D Preferred Stock purchased by it on the date hereof or Common Stock issuable upon conversion of such series of Preferred Stock; (iv) BB Biotech ("BB"), or an affiliate thereof, until such time as BB and its affiliates own less than 20% of the Series D Preferred Stock purchased by BB on the date hereof or Common Stock issuable upon conversion of such series of Preferred Stock; (v) SCP Private Equity Partners II, L.P. ("SCP"), beginning on the date on which SCP is not represented on the Board and ending on the date that SCP and its affiliates own less than 1.0 million shares of the capital stock of the Company; (vi) Lehman Brothers Healthcare Venture Capital L.P. ("Lehman"), or an affil▇▇▇▇ ▇hereof, until such time as Lehman and its af▇▇▇▇▇▇es own less than 20% of the Series C Preferred S▇▇▇▇ ▇urchased by Lehman and its affiliates on June 21, 2002 or the Common Stock issuable ▇▇▇▇ conversion thereof; and (vii) Schroder Ventures Life Sciences Fund II LPI ("Schroders"), or an affili▇▇▇ ▇▇▇▇eof,...

Board Observation. Until the Facility Termination Date, the Borrower shall permit (x) one representative of up to three (3) Term Lenders holding (together with their affiliates) an aggregate of at least $100,000,000 of Term Loans outstanding at the applicable time and (y) one representative of the Revolving Lenders (each a “Board Observer” and, collectively, the “Board Observers”) to attend as an observer, each meeting (whether telephonic, by video conference or in-person) of ▇▇▇▇▇▇▇▇’s board of directors, and each meeting of the audit committee thereof and of any executive committee to which material decision-making responsibilities of the exiting board are delegated thereof (other than the HealthCare Oversight Committee). In connection with the foregoing, Borrower shall provide the Board Observers with notice of any such meeting, and with any and all materials, correspondence or communications provided to the board of directors (or applicable committee) with respect to each such meeting, substantially concurrently with notice and with the distribution of such materials to the members of the board of directors (or applicable committee). Notwithstanding the foregoing, neither the Administrative Agent nor any Lender nor any such Board Observer designated shall have the right to receive (and Board Observers may be recused from discussion regarding) (A) information directly and exclusively pertaining to strategy, negotiating positions or similar matters relating to the this Agreement (or other related documents or obligations), any refinancing or restructuring of the Obligations, any change of control transaction or shareholder activist matter, or any other transaction or matter in which the Administrative Agent, Lenders or any of their respective Affiliates is adverse to the Credit Parties,

Board Observation. In addition to, and without limiting the generality of, Section 6.2 above, from the date hereof until the consummation of the Third Closing (or the termination of this Agreement), the Company shall permit one designee of Purchaser Representative to, attend, but not vote on any proposals at, all meetings (including in person and telephonic meetings) of the Company's Board and all committees thereof. The Company shall provide Purchaser Representative and it's designee with copies of all notices of such meetings sent to the Company's directors as well as copies of all materials distributed to the Company's directors in connection with such meetings (which may be sent via facsimile or e-mail) at the same time such notices and materials are provided to members of the board.

Board Observation. The parties agree that, if the Venrock or Whitney designee to the Board of Directors to the Company is unable to attend a meeting of the Board of Directors, Venrock or Whitney as applicable, may cause another representative of Venrock or Whitney as applicable to attend such meeting as an observer, provided that the Company shall have the right to exclude such representative from all or any part of a Board meeting if in its reasonable judgment such exclusion is necessary to preserve the attorney-client privilege or to protect the Company's trade secrets or similar confidential information.

Board Observation. Lender shall be entitled to send up to two representatives to attend each meeting of (i) RUSA's Board of Directors, (ii) RUSA's Executive Committee and (iii) RUSA's shareholders. RUSA shall send written notice to Lender of all such meetings in the same form and at the same time it sends notice of such meetings to all other persons.